• A corporation whose shares are held by a single shareholder or closely knit group of shareholders. Generally, there are no public investors, and its shareholders are active in the management and/or operation of the business.
• A corporation may be formed initially as a close corporation or it may adopt close corporation status by adopting a close corporation agreement
• A close corporation may
  • operate without a board of directors if its articles of incorporation contain a statement to that effect.
  • choose for all of them to have the right of one or more shareholders to dissolve the corporation at will or on the occurrence of a specified event or contingency
  • require arbitration of issues on which the shareholders are deadlocked in voting power or on which the directors or other parties managing the corporation are deadlocked
• A close corporation's profits are taxed twice: once at the corporate level and again when profits are distributed as dividends to their shareholders. If a close corporation meets specific IRS requirements, it can file for Subchapter S Corporation status.

• Incorporators must file the Articles of Incorporation, along with the required processing fees, with the Ohio Secretary of State. Once the filing is officially approved, the business begins its existence, as a separate legal entity. The firm's legal existence can also begin at a later time, for up to ninety days after the filing, if so specified in the Articles.
• First, choose the name of your corporation. The name must be clearly different from the name of another business. So, at no extra charge, Proactive Management will perform three name searches to determine if your desired name(s) are available.
• This name must also end with one of the following: "corporation," "company," "co.," "corp.," "incorporated," or "inc."
• The name must not include any language which indicates or implies that it is or is connected with any governmental agency; additional restrictions may apply.  
• The Articles of Incorporation will address:
  • At lease one incorporator may form a company but all incorporators must sign the Articles
  • Location of the company's principal office where it will conduct business
  • The street address of the firm's registered office, the name of the registered agent at that location, the appointment of the agent signed by a majority of the incorporators or any authorized corporate officer, and an acceptance of the appointment signed by the designated registered agent
  • The total number, class, and par value (if any) of authorized shares  
  • A statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights, if any, with respect to the shares of each class  
  • The duration of the company which may be perpetual or only until a specific date
  • The purpose of the company, which can be specific or stated generally as engaging in any lawful business. Additional restrictions apply for companies formed to provide professional services.
  • The names and addresses of the initial directors, if any.
  • State incorporation fees vary based on the total par value of all authorized shares

Disclaimer - Not Providing Legal Services - Proactive Management, Inc. presents the material on this site as general information only. It is not offered as and does not constitute legal advice or legal opinion and should not serve as a substitute for advice from an attorney or accountant familiar with the facts of your specific situation. We provide business formation services. We are not a law firm and do not provide legal or tax advice or services. We make no warranty, express or implied concerning the accuracy or reliability of the content at this site or at other sites to which we link.